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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 1-8654
CUSIP Number: 913253-10-0
(CHECK ONE): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form
N-SAR
For Period Ended: AUGUST 31, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-K
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:......................................
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I--REGISTRANT INFORMATION
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Full Name of Registrant
UNITEL VIDEO, INC.
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Former Name if Applicable
N/A
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Address of Principal Executive Office (STREET AND NUMBER)
555 WEST 57TH STREET
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City, Street and Zip Code
NEW YORK, NEW YORK 10019
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PART II--RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) SEE PART III.
(a) The reasons described in reasonable detail
in Part III of this form could not be
eliminated without unreasonable effort or
expense;
| | (b) The subject annual report, semi-annual
report, transition report on Form 10-K, Form
20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the
fifteenth calendar day following the
prescribed due date; or the subject
quarterly report or transition report on
Form 10-Q or portion thereof will be filed
on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
PART III--NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed period. (Attach extra sheets if needed.)
On November 24, 1999, Unitel Video, Inc. (the "Company") caused to be submitted
to the Securities and Exchange Commission (the "Commission") a request, as
outlined in Staff Legal Bulletin No. 2 (April 15, 1997), of the Division of
Corporation Finance (the "Division") of the Commission to confirm that the
Division would not recommend enforcement action against the Company if the
Company implements the modified Securities Exchange Act of 1934 reporting
procedures described in such request. Accordingly, the Company does not intend
to file an annual report on Form 10-K for the fiscal year ended August 31, 1999
(the "1999 Form 10-K"). In lieu thereof, the Company intends to file with the
Commission, under cover of Form 8-K, certain
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unaudited operating reports that it is required to file with the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). Further,
during the pendency of the Company's proceedings under Chapter 11 of Title 11 of
the United States Code (the "Bankruptcy Code") (until the effectiveness of the
Company's plan of reorganization), the Company currently does not intend to file
with the Commission any annual or quarterly reports required to be filed under
the Securities Exchange Act of 1934. In lieu thereof, the Company intends to
file with the Commission, under cover of Form 8-K, certain unaudited operating
reports that it is required to file with the Bankruptcy Court.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
IRA GLAZER 212 265-3600
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is
no, identify report(s). SEE BELOW. / / Yes / / No
Due to the events preceding the Company's filing under the Bankruptcy Code and
the financial distress of the Company, the Company did not report in a Current
Report on Form 8-K the disposition of an amount of assets during July 1999 which
was likely "significant" (as described in instruction 4 to Item 2 of Form 8-K).
The Company is currently in the process of determining whether a Current Report
on Form 8-K was required to have been filed in connection with this disposition;
if and when the Company determines that such a filing was required, it will make
such a filing.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof? SEE BELOW.
/ / Yes / / No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
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As stated above, the Company does not intend to file the 1999 Form 10-K or any
other annual or quarterly reports under the Securities Exchange Act of 1934.
On September 2, 1999, the Company and its domestic subsidiaries filed
voluntary petitions with the Bankruptcy Court seeking protection under the
Bankruptcy Code. The Company is currently in the process of preparing
unaudited monthly operating reports which are required to be filed with the
Bankruptcy Court. These reports will contain certain unaudited information
concerning the Company for certain periods. The Company expects to file these
reports with the Commission, under cover of Form 8-K, within 15 days after
filing the same with the Bankruptcy Court. Until the time when these reports
are prepared, the Company is not in the position to provide a reasonable
estimate of the changes in its results of operations for the fiscal year
ended August 31, 1999 as compared to the fiscal year ended August 31, 1998.
Due to the Company's Bankruptcy Code proceedings and the closure of certain
of the Company's divisions and operations, the Company's results of
operations for the fiscal year ended August 31, 1999 which would have been
reflected in the earnings statement which would have been included in the
1999 Form 10-K will have significantly changed from the Company's results of
operations for the fiscal year ended August 31, 1998.
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Unitel Video, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
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Date November 29, 1999 By: /s/ Edwin Levine
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Name: Edwin Levine
Title: President of the New York Studios Division
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of
the General Rules and Regulations under the Securities
Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549, in
accordance with Rule 0-3 of the General Rules and Regulations
under the Act. The information contained in or filed with the
form will be made a matter of the public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto
shall be filed with each national securities exchange on which
any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form
12b-25 but need not restate information that has been
correctly furnished. The form shall be clearly identified as
an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by
electronic filers unable to timely file a report solely due
to electronic difficulties. Filers unable to submit a
report within the time period prescribed due to
difficulties in electronic filing should comply with either
Rule 201 or Rule 202 of Regulation S-T (Section 232.201 or
Section 232.202 of this chapter) or apply for an adjustment
in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
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